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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20543
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FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED March 31, 1998
COMMISSION FILE NO. 000-22741
CARRAMERICA REALTY, L.P.
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(Exact name of registrant as specified in its charter)
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Delaware 52-1976308
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
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(Address or principal executive office) (Zip code)
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(202) 624-7500
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Registrant's telephone number, including area code
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N/A
------------------------------------------
(Former name, former address and former
fiscal year, if changed since last report)
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Number of Partnership Units outstanding of each of the registrant's
classes of Partnership Units as of May 15, 1998:
14,295,029
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or such shorter period that the Registrant was
required to file such report) and (2) has been subject to such filing
requirements for the past ninety (90) days.
YES X NO
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<PAGE>
Index
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I: Financial Information
- ------------------------------
Item 1. Financial Statements
Consolidated balance sheets of CarrAmerica Realty, L.P. as of
March 31, 1998 (unaudited) and December 31, 1997 .............................4
Consolidated statements of operations of CarrAmerica Realty, L.P. for
the three months ended March 31, 1998 and 1997 (unaudited) ...................5
Consolidated statements of cash flows of CarrAmerica Realty, L.P. for
the three months ended March 31, 1998 and 1997 (unaudited) ...................6
Notes to consolidated financial statements..............................7 to 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................................11 to 15
Part II: Other Information
- --------------------------
Item 1. Legal Proceedings............................................................16
Item 2. Changes in Securities........................................................16
Item 3. Defaults Upon Senior Securities..............................................16
Item 4. Submission of Matters to a Vote of Security Holders..........................16
Item 5. Other Information............................................................16
Item 6. Exhibits and Reports on Form 8-K.............................................16
</TABLE>
2
<PAGE>
Part I
Item 1. Financial Information
---------------------
The information furnished in the accompanying consolidated balance
sheets, consolidated statements of operations and consolidated statements of
cash flows of CarrAmerica Realty, L.P. (the "Partnership") reflect all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the aforementioned financial statements for the interim periods.
The aforementioned financial statements should be read in conjunction
with the notes to such financial statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations.
3
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Consolidated Balance Sheets
As of March 31, 1998 and December 31, 1997
- --------------------------------------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---------------- ---------------
(unaudited)
<S> <C> <C>
Assets
Rental property (note 2):
Land $ 97,959 91,347
Buildings 501,856 465,276
Tenant improvements 18,952 12,496
Furniture, fixtures, and equipment 175 96
---------- -------
618,942 569,215
Less - accumulated depreciation (18,382) (13,360)
---------- -------
Total rental property 600,560 555,855
Land held for development 13,117 10,526
Construction in progress 34,913 44,344
Cash and cash equivalents 4,692 3,584
Restricted cash and cash equivalents (note 2) 1,765 1,501
Accounts and notes receivable 13,124 11,757
Accrued straight-line rents 4,636 3,317
Tenant leasing costs, net 5,717 3,439
Prepaid expenses and other assets, net 2,161 2,245
---------- -------
$ 680,685 636,568
========== =======
Liabilities and Partners' Capital
Liabilities:
Mortgages and notes payable (note 2) $ 198,080 212,304
Note payable to affiliate (note 2) 29,311 29,411
Accounts payable and accrued expenses 12,200 12,608
Due to affiliates 36,613 1,386
Rent received in advance and security deposits 3,277 3,244
---------- -------
Total liabilities 279,481 258,953
Partners' capital (note 3):
General partner 4,012 3,522
Limited partners 397,192 374,093
---------- -------
Total partners' capital 401,204 377,615
Commitments and Contingencies (note 4 and 5)
---------- -------
$ 680,685 636,568
========== =======
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Consolidated Statements of Operations
For the Three Months Ended March 31, 1998 and 1997
- --------------------------------------------------------------------------------
(Unaudited and in thousands)
<TABLE>
<CAPTION>
1998 1997
--------- -----
<S> <C> <C>
Real estate operating revenue:
Rental revenue (note 4):
Minimum base rent $ 20,098 8,081
Recoveries from tenants 3,072 1,173
Parking and Other tenant charges 592 225
--------- -----
Total rental revenue 23,762 9,479
Cost reimbursements 538 --
--------- -----
Total revenue 24,300 9,479
--------- -----
Real estate operating expenses:
Property operating expenses:
Operating expenses 5,233 3,416
Real estate taxes 2,238 856
Interest expense 3,451 831
General and administrative 1,141 437
Depreciation and amortization 5,117 2,190
--------- -----
Total operating expenses 17,180 7,730
--------- -----
Real estate operating income 7,120 1,749
--------- -----
Other operating income (expense):
Interest income 247 8
Loss on sale of assets (416) --
--------- -----
Total other operating income (expense) (169) 8
--------- -----
Net income $ 6,951 1,757
========= =====
Net income attributable to general partner $ 70 18
========= =====
Net income attributable to limited partners $ 6,881 1,739
========= =====
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 1998 and 1997
- --------------------------------------------------------------------------------
(Unaudited and in thousands)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,951 1,757
--------- -------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 5,117 2,190
Increase in accounts and notes receivable (1,367) (551)
Increase in accrued straight-line rents (1,319) (395)
Additions to tenant leasing costs (654) (324)
Decrease (increase) in prepaid expenses and other assets 287 (39)
Increase (decrease) in accounts payable and accrued expenses (391) 3,159
Increase in due to affiliates 35,227 4,876
Increase in rent received in advance and security deposits 33 859
--------- -------
Total adjustments 36,933 9,775
--------- -------
Net cash provided by operating activities 43,884 11,532
--------- -------
Cash flows from investing activities:
Additions to rental property (3,345) --
Acquisitions of rental property (17,390) (26,396)
Additions to land held for development (10,639) --
Additions to construction in process (13,450) (8,973)
Increase in restricted cash and cash equivalents (264) --
--------- -------
Net cash used by investing activities (45,088) (35,369)
--------- -------
Cash flows from financing activities:
Capital contributions 17,197 25,617
Capital distributions (560) (157)
Net repayments on unsecured line of credit (1,000) (1,000)
Repayments on notes and mortgages payable (13,325) (177)
--------- -------
Net cash provided by financing activities 2,312 24,283
--------- -------
Increase in cash and cash equivalents 1,108 446
Unrestricted cash and cash equivalents, beginning of the period 3,584 2,478
--------- -------
Unrestricted cash and cash equivalents, end of the period $ 4,692 2,924
========= =======
Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest of $769 for the
three months ended March 31, 1998 and $510 for the three
months ended March 31, 1997. $ 3,822 624
========= =======
Supplemental disclosure of noncash investing and financing activities:
During the three months ended March 31, 1997, the Partnership funded a
portion of the aggregate purchase price of its property acquisitions by
assuming $35.6 million of debt and liabilities and by issuing
$18.0 million of Minority Units in the Partnership.
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
- --------------------------------------------------------------------------------
(1) Description of Business
(a) Business
CarrAmerica Realty, L.P. (the "Partnership") is a Delaware
limited partnership formed on March 6, 1996 to own, acquire,
develop, and operate office buildings across the United
States. At March 31, 1998, the Partnership owned 55 operating
properties and 12 properties under development. At December
31, 1997, the Partnership owned 53 operating properties and
eight properties under development. The properties are located
in Austin, Texas, Southeast Denver, suburban Dallas, suburban
Salt Lake City, suburban Chicago, Phoenix , Arizona, suburban
Seattle, San Francisco Bay Area and Orange County/Los Angeles.
The Partnership's general partner is CarrAmerica Realty GP
Holdings, Inc. (the "General Partner"), a wholly owned
subsidiary of CarrAmerica Realty Corporation ("CARC"), a
self-administered and self-managed real estate investment
trust. The General Partner owns a 1% interest in the
Partnership at March 31, 1998 and December 31, 1997. The
Partnership's limited partners are CarrAmerica Realty LP
Holdings, Inc., a wholly owned subsidiary of CARC, which owned
an approximate 87% interest in the Partnership at March 31,
1998 and December 31, 1997 and various other individuals and
entities which collectively own approximately 12% interest in
the Partnership at March 31, 1998 and December 31, 1997,
respectively.
(2) Mortgages and Note Payable
Mortgages payable generally are collateralized by certain rental
properties and generally require monthly principal and/or interest
payments. Following is a summary of the Partnership's mortgages and
notes payable as of the end of each period (in thousands):
March 31, December 31,
1998 1997
---------- ------------
Fixed rate mortgages $ 172,891 186,215
Unsecured credit facility 54,500 55,500
---------- ----------
$ 227,391 241,715
========== ==========
On May 24, 1996, the Partnership entered into a $30 million loan
agreement with CARC. The note payable bears interest at 8.5% and
requires monthly principal and interest payments of $242 thousand. The
loan matures on May 31, 2011. The note is secured by certain office
properties and other assets of the Partnership. The outstanding balance
of the note payable to affiliate was $29.3 million and $29.4 million,
at March 31, 1998 and December 31, 1997, respectively.
The Partnership is party to a $450.0 million unsecured revolving credit
facility payable to Morgan Guaranty Trust Company of New York, as agent
for a group of banks ("Morgan"). This note is available to CARC, the
Partnership and Carr Realty, L.P., a partnership in which CARC is the
majority partner. The line of credit contains a number of financial and
other covenants, including, but not limited to, covenants relating to
ratios of annual EBITDA (Earnings Before Interest, Taxes, Depreciation
and Amortization) to interest expense, annual EBITDA to debt service,
and total debt to tangible fair market value of CARC's consolidated
assets and restrictions on the ability of CARC to make dividend
distributions in excess of 90% of funds from operations. Availability
under the line of credit is also limited to a specified percentage of
the Partnership's unencumbered properties. CARC and the Partnership are
jointly and severally liable for all obligations under the line of
credit. As of March 31, 1998 and December 31, 1997, availability under
the line of credit was $313.6 million and $312.0 million, respectively,
of which approximately $68.0 million and $159.5 million, respectively,
had been drawn under this facility.
7
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
- --------------------------------------------------------------------------------
As of March 31, 1998, the scheduled maturity of mortgages and notes
payable and the note payable to affiliate are as follows (in
thousands):
1998......................... $ 24,094
1999......................... 17,381
2000......................... 70,003
2001......................... 31,774(1)
2002......................... 8,796
Thereafter................... 75,343(2)
------
$227,391
========
(1) Includes $54.5 million outstanding as of March 31, 1998
under the Company's $450 million unsecured line of credit.
(2) Includes approximately $26.9 million outstanding on the
Partnership's loan agreement with CARC.
Based on the borrowing rates available to the Partnership for mortgages
and notes payable with similar terms and average maturities, the
estimated fair value, as determined by management, of the Partnership's
mortgages and notes payable approximates the carrying amount.
Restricted cash and cash equivalents consist of an escrow deposit
required as collateral for a letter of credit.
(3) Partners' Capital Contributions, Distributions, and Participation
Percentages
The Second Amended and Restated Agreement of Limited Partnership of the
Partnership (the "Partnership Agreement") details the rights of
ownership in the Partnership. Ownership in the Partnership is expressed
in partnership units ("Units"). Units currently are designated as Class
A, B, C, D or E Units. Class D Units have first preference, Class A and
Class E Units together have second preference and Class B Units have
third preference as to the allocation of Available Cash, as defined in
the Partnership Agreement. Class C units do not share in the allocation
of Available Cash. Upon the third anniversary of the date of issuance
of Class C Units, they may be converted to Class A Units based on a
conversion factor described in the Partnership Agreement. Class E Units
have a special allocation of Partnership losses.
Upon the first anniversary of the date of issuance (or two years from
the date of issuance, in the case of Class D Units), each holder of
Class A Units, Class D Units or Class E Units may, subject to certain
limitations, require that the Partnership redeem his or her Units. Upon
redemption, such holder will receive, at the option of the Partnership,
with respect to each Unit tendered, either (i) cash in an amount equal
to the market value of one share of CARC common stock (subject to
certain anti-dilution adjustments) or (ii) one share of CARC common
stock. In lieu of the Partnership redeeming Class A, Class D or Class E
Units for cash. CARC has the right to assume directly and satisfy the
redemption right of a Unitholder. Holders of Class B Units and Class C
Units are not entitled to exercise this redemption right.
8
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
- --------------------------------------------------------------------------------
The following Units were outstanding:
March 31, December 31,
1998 1997
---- ----
Class A Units 950,111 950,111
Class B Units 12,517,442 11,916,673
Class C Units 539,593 539,593
Class D Units 271,363 271,363
Class E Units 16,520 16,520
---------- ----------
14,295,029 13,694,260
========== ==========
(4) Lease Agreements
The Partnership receives minimum rentals under noncancelable tenant
leases. Certain leases provide for additional rentals based on
increases in the Consumer Price Index (CPI) and increases in operating
expenses. The increased rentals from operating expenses are generally
payable in equal installments throughout the year, based on estimated
increases, with any differences being adjusted in the succeeding year.
(5) Commitments and Contingencies
At March 31, 1998, the Partnership is contingently liable on letters of
credit amounting to approximately $1.4 million for various completion
escrows.
In June 1997 and February 1998, the Partnership unconditionally
guaranteed unsecured notes sold by CARC to institutional investors. The
aggregate principal amount of the unsecured notes are $475.0 million of
long-term debt, in the form of $150 million aggregate principal amount
of 7.20% unsecured notes yielding 7.249% due 2004, $100 million
9
<PAGE>
CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
- --------------------------------------------------------------------------------
aggregate principal amount of 6.625% unsecured notes yielding 6.717%
due 2005, $125 million aggregate principal amount of 7.375% unsecured
notes yielding 7.422% due 2007 and $100 million aggregate principal
amount of 6.875% unsecured notes yielding 6.887% due 2008.
(6) Acquisition and Development Activities
From January 1, 1998 to March 31, 1998 the Partnership acquired one
operating property totaling approximately 161,000 square feet and land
that will support the future development of approximately 555,000
square feet. The operating property and land were acquired through the
payment of $27.4 million in cash. In addition, in the three months
ended March 31, 1998, the Partnership has placed into service one
operating property previously under development containing
approximately 101,000 square feet. As of March 31, 1998, the
Partnership had twelve properties under development and land expected
to support the future development of approximately 732,000 square feet.
Costs incurred at March 31, 1998 and December 31, 1997 for properties
under construction were $55.8 and $44.3 million, respectively.
All acquisitions have been accounted for as purchases. Operations of
acquired properties have been included in the accompanying financial
statements from their respective dates of acquisition.
10
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Partnership
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion is based primarily on the Condensed
Consolidated Financial Statements of CarrAmerica Realty,L.P. and its subsidiary
(the Partnership) as of March 31, 1998 and December 31, 1997, and for the three
months ended March 31, 1998 and 1997. This information should be read in
conjunction with the accompanying condensed consolidated financial statements
and notes thereto. These financial statements include all adjustments which are,
in the opinion of management, necessary to reflect a fair presentation of the
results for the interim periods, and all such adjustments are of a normal,
recurring nature. The comparability of these periods is significantly impacted
by acquisitions and dispositions made during 1998 and 1997. As of March 31,
1997, the Partnership owned 32 properties. Between April 1, 1997 and March 31,
1998, the Partnership acquired 29 properties, placed into service two
properties, and disposed of six properties.
Results of Operations - Three Months Ended March 31, 1998 and 1997
Real Estate Operating Revenue. As of March 31, 1998, the Partnership
owned 55 operating properties, 51 of which, containing approximately 4.6 million
square feet, were in service for the full three months ended March 31, 1998, as
compared to 32 properties, 25 of which, containing approximately 2.3 million
square feet, were in service for the full three months ended March 31, 1997. As
a result, total real estate operating revenue increased $14.8 million, or 156.4
%, to $24.3 million for the three months ended March 31, 1998 as compared to
$9.5 million for the three months ended March 31, 1997. The increase in revenue
was primarily attributable to an $14.3 million and a $.5 million increase in
rental revenue and real estate service income, respectively. The Partnership
experienced net growth in its rental revenue as a result of its acquisitions
since the first quarter of 1997 which contributed approximately $13.8 million of
additional rental revenue in the three month period ended March 31, 1998. Rental
revenue from properties that were fully operating throughout both periods
increased $.5 million. Real estate service income increased by $.5 million, for
the three months ended March 31, 1998 as compared to the three months ended
March 31, 1997, primarily as a result of reimbursements from an affiliate
related to certain services the Partnership personnel provide to the affiliate.
Real Estate Operating Expenses. Total real estate operating expenses
increased $9.4 million for the three months ended March 31, 1998, or 122.3%, to
$17.2 million as compared to $7.8 million for the three months ended March 31,
1997. The net increase in operating expenses was attributable to a $3.2 million
increase in property operating expenses, a $2.6 million increase in interest
expense, a $.7 million increase in general and administrative expenses, and a
$2.9 million increase in depreciation and amortization. The increase in
operating expenses was primarily attributable to additional expenses associated
with new acquisitions since the first quarter of 1997. The increase in the
Partnership's interest expense is primarily related to borrowings for
acquisitions. The increase in general and administrative expenses is
predominately a result of the addition of staff to implement the Partnership's
business strategy and inflation. The increase in depreciation and amortization
is predominately a result of additional depreciation and amortization of the
Partnership's real estate acquisitions.
Other Operating Income. Other operating income decreased $.2 million
for the three months ended March 31, 1998 as compared to the same period in
1997, primarily due to timing differences relating to the assets that were sold
in 1997 that are being recognized in 1998. These losses are offset by an
increase in interest income between the two periods.
Net Income. Net income of $7.0 million was earned for the three months
ended March 31, 1998 as compared to $1.8 million during the three months ended
March 31, 1997. The comparability of net income between the two periods is
impacted by the acquisitions the Partnership made and the other changes
described above.
11
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Partnership
- --------------------------------------------------------------------------------
Cash Flows
Net cash provided by operating activities increased $32.4 million, or
280.5%, to $43.9 million for the three months ended March 31, 1998 as compared
to $11.5 million for the three months ended, March 31, 1997, primarily as a
result of the acquisitions made by the Company. Net cash used by investing
activities increased $9.7 million, to $45.1 million for the three months ended
March 31, 1998 as compared to $35.4 million for the three months ended March 31,
1997, primarily as a result of capital deployed by the Company for acquisitions
of office properties, land held for future development, and construction in
process. Net cash provided by financing activities decreased $22.0 million to
$2.3 million provided for the three months ended March 31, 1998 as compared to
$24.3 million used for the three months ended March 31, 1997, primarily as a
result of a reduction in capital contributions associated with the acquisition
of rental properties and the repayment of a property's mortgage payable.
Acquisitions
During the three months ended March 31, 1998, the Partnership acquired
one operating property totaling approximately 161,000 square feet and land that
will support the future development of approximately 555,000 square feet. The
operating property and land are located in suburban Dallas. The operating
property and land were acquired through the payment of $27.4 million in cash. In
addition, in the three months ended on March 31, 1998, the Partnership has
placed into service one operating property previously under development
containing approximately 101,000 square feet.
Liquidity and Capital Resources
The Partnership's total indebtedness at March 31, 1998 was $227.4
million, of which $54.5 million, or 24.0%, had a LIBOR-based floating interest
rate. The Partnership's fixed rate indebtedness had an effective weighted
average interest rate of 8.3% and had a weighted average term to maturity of 6.8
years. The Partnership is jointly and severally liable with CARC on a $450.0
million unsecured revolving line of credit. This line of credit bears interest
at .900 percent above LIBOR. At March 31, 1998, on this line of credit, the
Partnership had $54.5 million outstanding directly and had a joint and several
guarantee on the remainder of the outstanding balance of $195.0 million. At
March 31, 1998 CARC had total borrowing capacity under its unsecured line of
credit of $383.0 million, allowing CARC and the Partnership to borrow up to an
additional $328.5 million. At March 31, 1998, the total book value of the
Partnership's assets was $699.9 million. The Partnership's debt as a percentage
of total book value of its assets was 32.5%.
The Partnership will require capital to invest in its existing
portfolio of operating assets for major capital projects such as large-scale
renovations, routine capital expenditures and deferred maintenance on certain
properties recently acquired and tenant related capital expenditures, such as
tenant improvements and allowances and leasing commissions. The Partnership
expects such expenditures to decrease in subsequent years as deferred
maintenance activities are completed on recently acquired properties and as the
emphasis of the Partnership's growth shifts from acquiring existing office
properties to developing new properties. The Partnership anticipates that this
shift from acquiring properties to developing properties will increase its need
for short-term borrowings. The Partnership expects to meet these anticipated
additional borrowing needs through the use of its unsecured line of credit (as
described in the preceding paragraph). The Partnership's capital requirements
for tenant related capital expenditures are dependent upon a number of factors,
including square feet of expiring leases, tenant retention ratios and whether
the expiring leases are in central business district properties or suburban
properties. As of March 31, 1998, the Partnership has 526,000 square feet under
leases expiring on or before December 31, 1998. The Partnership intends to use
cash flow from operations and its unsecured revolving line of credit facility to
meet its working capital needs for its existing portfolio of operating assets.
12
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Partnership
- --------------------------------------------------------------------------------
The Partnership also will require a substantial amount of capital for
development projects currently underway and planned for the future. As of April
1998, the Partnership had 12 development projects underway, which are expected
to require a total investment by the Partnership of $152.4 million. The
Partnership intends to use cash flow from operations and its unsecured revolving
credit facility to meet its working capital needs for its existing portfolio of
operating assets.
Building and Lease Information
The 55 properties contain a total of approximately 5.0 million rentable
square feet. Eleven properties are located in Southeast Denver (representing
23.9% of the portfolio's net rentable square feet), eleven properties are
located in suburban Dallas (representing 22.6%), nine properties are located in
suburban Austin (representing 12.8%), eight properties are located in suburban
Salt Lake City (representing 9.3%), five properties are located in the Orange
County/Los Angeles area (representing 8.3%), four properties are located in the
Phoenix area (representing 10.7%), three properties are located in suburban
Chicago (representing 6.4%), three properties are located in the San Francisco
Bay Area (representing 4.1%) and one property is located in suburban Seattle
(representing 1.9%). Each of the properties is wholly owned by the Partnership.
The properties range in size from approximately 70,000 square feet to
approximately 189,000 square feet. The Partnership acquired each of the
properties at various times between May 1996 and March 31, 1998. All of the
properties are managed by CARSI. In addition, as of March 31, 1998, the
Partnership owns twelve properties under development that will contain
approximately 1.2 million square feet and land that is expected to support the
development of up to .7 million square feet of office space.
13
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Partnership
- --------------------------------------------------------------------------------
The following table sets forth certain additional information relating those
properties owned as of March 31, 1998:
The Net
Partnership's Rentable
Effective Area
Number of Property (Square Percent
Property Buildings Ownership Feet) (1) Leased (2)
- ----------------------------- --------- --------- --------- ----------
Southeast Denver
Harlequin Plaza 2 100.0% 327,956 97.2%
Quebec Court I & II 2 100.0% 287,294 100.0%
Greenwood Center 1 100.0% 75,866 86.5%
Quebec Center 3 100.0% 106,849 96.1%
Panorama Corporate Center I 1 100.0% 100,542 98.7%
JD Edwards 1 100.0% 189,087 100.0%
Panarama II 1 100.0% 100,916 91.8%
Austin
Tower of the Hills 2 100.0% 165,322 96.5%
Great Hills Plaza 1 100.0% 135,333 100.0%
City View Centre 3 100.0% 135,170 85.7%
Park North 2 100.0% 128,071 89.1%
Balcones Center 1 100.0% 75,761 73.2%
Salt Lake City
Sorenson Research Park 5 100.0% 285,144 99.1%
Wasatch Corporate Center 3 100.0% 178,098 100.0%
Dallas
Greyhound 1 100.0% 92,890 100.0%
Search Plaza 1 100.0% 151,262 97.9%
Quorum North 1 100.0% 114,030 93.4%
Cedar Maple 3 100.0% 112,968 91.8%
Quorum Place 1 100.0% 176,278 95.8%
Tollhill East & West 2 100.0% 241,155 93.2%
5000 Quorum 1 100.0% 161,008 98.5%
Two Mission Park 1 100.0% 76,962 59.6%
Suburban Chicago
Bannockburn Lake I & II 2 100.0% 209,860 100.0%
Bannockburn IV 1 100.0% 108,469 97.5%
Suburban Seattle
Canyon Park Commons 1 100.0% 95,290 100.0%
Phoenix
US West 4 100.0% 532,506 100.0%
Northern California,
San Francisco Bay Area
San Mateo I 1 100.0% 70,000 100.0%
San Mateo II & III 2 100.0% 135,353 99.5%
Southern California, Orange
County/Los Angeles
South Coast Executive Center 2 100.0% 160,301 95.6%
2600 W. Olive 1 100.0% 145,304 95.7%
Bay Technology Center 2 100.0% 107,480 100.0%
- ------- ------
Total 55 4,982,525
== =========
Weighted Average 96.3%
=====
- -------------------
(1) Includes office and retail space but excludes storage space.
(2) Includes space for leases that have been executed and have commenced as of
March 31, 1998.
(3) The Partnership owns the improvements on the land and has a leasehold
interest in all or a portion of the underlying land.
14
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Partnership
- --------------------------------------------------------------------------------
The following table sets out a schedule of the lease expirations for
leases in place at those Properties owned as of March 31, 1998:
Net Rentable Percent of
Area Subject to Leased Square Footage
Expiring Leases Represented by
Year of Lease Expiration (square feet) (1) Expiring Leases
------------------------ ----------------- ---------------
1998....................... 526,000 10.9%
1999....................... 584,000 12.2
2000....................... 510,000 10.6
2001....................... 667,000 13.9
2002....................... 561,000 11.7
2003....................... 360,000 7.5
2004....................... 366,000 7.6
2005....................... 2,000 .1
2006....................... 180,000 3.7
2007 and thereafter 1,045,000 21.8
- ------------
(1) Excludes 182,000 square feet of vacant space.
15
<PAGE>
Part II
OTHER INFORMATION
- -----------------
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
--------
27 Financial Data Schedule.
(b) Reports on Form 8-K
-------------------
a. Current Report on Form 8-K filed by CarrAmerica Realty, L.P.
on February 18, 1998 regarding Historical Summaries of
Operating Revenue and Expenses for the nine months ended
September 30, 1997 (unaudited) and the year ended December 31,
1996 and the proforma condensed consolidated balance sheet
(unaudited) at September 30, 1997 for San Mateo II and III and
proforma condensed consolidated statements of operations for
nine months ended September 30, 1997 (unaudited) and for the
year ended December 31, 1996.
b. Current Report on Form 8-K filed by CarrAmerica Realty, L.P.
on February 18, 1998 regarding historical summaries of
Operating Revenue and Expenses for the nine months ended
September 30, 1997 (unaudited) and the year ended December 31,
1996 for Canyon Park Commons.
c. Current Report on Form 8-K filed by CarrAmerica Realty, L.P.
on February 23, 1998 regarding Historical Summaries of
Operating Revenue and Expenses for the nine months ended
September 30, 1997 (unaudited) and the year ended December 31,
1996 for Tower of the Hills.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARRAMERICA REALTY, L.P.
a Delaware Limited Partnership
By: CarrAmerica Realty GP Holdings, Inc.,
its general partner
/s/ Thomas A. Carr
- -----------------------------------------
Thomas A. Carr, President
/s/ Brian K. Fields
- -----------------------------------------
Brian K. Fields, Chief Financial Officer,
Treasurer and Vice President
Date: May 15, 1998
17
<PAGE>
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
27 Financial Data Schedule.
18
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CARRAMERICA REALTY, L.P. BALANCE SHEET AS OF MARCH 31, 1998 AND FROM
CARRAMERICA REALTY, L.P. STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 1998.
</LEGEND>
<CIK> 0001040554
<NAME> chefw$d5
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollar
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1.000
<CASH> 6,457
<SECURITIES> 0
<RECEIVABLES> 13,124
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 618,942
<DEPRECIATION> 18,382
<TOTAL-ASSETS> 680,685
<CURRENT-LIABILITIES> 0
<BONDS> 227,391
0
0
<COMMON> 0
<OTHER-SE> 401,204
<TOTAL-LIABILITY-AND-EQUITY> 680,685
<SALES> 0
<TOTAL-REVENUES> 24,300
<CGS> 0
<TOTAL-COSTS> 17,180
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,951
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,951
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,951
<EPS-PRIMARY> 0.0
<EPS-DILUTED> 0.0
<FN>
<F1> Notes & accounts receivable are presented net of allowance for doubtful
accounts as the allowance is immaterial.
</FN>
</TABLE>
